exv10w4






Exhibit 10.4




FORM OF

IDEARC INC. 2008 DIRECTOR

RESTRICTED STOCK AGREEMENT




     This Agreement is made as of the 1st day of May, 2008, by and between IDEARC INC.,
a Delaware corporation (the “Company”), and ___(the “Director”).



     1. Award. The Company has made a restricted stock award to the Director for 26,471
shares of the Company’s common stock (the “Shares”). The award and the Shares are subject to the
provisions of the Idearc Inc. 2008 Incentive Compensation Plan (the “Plan”), a copy of which is
furnished with this Agreement, and, to the extent not inconsistent with the Plan, the terms and
conditions of this Agreement.



     2. Vesting and Forfeiture. Except as otherwise specified, the Shares will become
vested on the earlier of (a) May 1, 2009, and (b) the date of the Company’s 2009 annual meeting of
stockholders (the “2009 Annual Meeting”), subject to the Director’s continuous service as a member
of the Company’s Board of Directors (“Service”). If the Director’s Service terminates before the
Shares become vested by reason of the Director’s death, then the Director will then become fully
vested in the Shares. The Director will forfeit all rights, title and interest in and to the Shares
if and to the extent they have not become vested on or before the termination of the Director’s
Service.



     3. Change in Control. If a “change in control” (within the meaning of the Plan) occurs
and if the Director’s Service continues until the date immediately preceding the date of the change
in control, then, immediately prior to the change in control, the Director will become fully vested
in all of the Shares covered by this Agreement.



     4. Beneficiary Designation. The Director may designate a beneficiary who shall be
entitled to receive Shares that become vested by reason of the Director’s death. Any such
designation must be made in writing in such manner and in accordance with such other requirements
as may be prescribed by the Company’s Executive Vice President – Human Resources and Employee
Administration. If the Director fails to designate a beneficiary, or if no designated beneficiary
survives the Director, the Director’s beneficiary shall be the Director’s surviving spouse, if any,
or, if none, the Director’s estate.



     5. Transfer Restrictions. Except as otherwise permitted with respect to Shares that
become vested upon the Director’s death, the Director may not sell, assign, transfer, pledge,
hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise)
any unvested Shares, and unvested Shares may not be subject to execution, attachment or similar
process. Any sale or transfer, or purported sale or transfer, shall be null and void. The Company
will not be required to recognize on its books any action taken in contravention of these
restrictions.



     6. Dividends and Voting Rights. No dividends will be payable on unvested Shares;
however, if the Company declares and pays dividends on its outstanding shares of common stock, then
the Director will be credited with cash dividend equivalents equal to the amount or value of the
dividends that would have been paid on the unvested Shares if they were vested. The dividend
equivalents, if any, will be credited to a bookkeeping account in the name of the Director and will
be payable in cash to the Director if and when the forfeiture conditions applicable to the
corresponding unvested Shares shall have lapsed. The Director will be entitled to exercise voting
rights with respect to the unvested Shares.













 






     7. Issuance of Shares. The Director is the record owner of the Shares on the Company’s
books, subject to the restrictions and conditions set forth in this Agreement. By executing this
Agreement, the Director expressly authorizes the Company to cancel, reacquire, retire or retain, at
its election, any unvested Shares if and when they are forfeited in accordance with this Agreement.
The Director will execute and deliver such other documents and take such other actions, if any, as
the Company may reasonably request in order to evidence such action with respect to any unvested
Shares that are forfeited. If and when the Shares become vested, the vested Shares will no longer
be subject to the transfer restrictions contained in this Agreement and the Company’s books will be
updated accordingly.



     8. Dispute Resolution. The Human Resources Committee of the Board, acting in its
discretion in accordance with the Plan, has sole authority for all matters relating to the
administration, interpretation and settlement of the award covered by this Agreement, and its
determinations are binding and conclusive. Any subsequent claim or controversy that arises with
respect to the Director’s award and/or the Shares covered by the award that cannot be settled after
good faith discussions between the Company and the Director shall be resolved exclusively by
arbitration. The arbitration will be administered in accordance with the employment dispute
resolution rules of the American Arbitration Association and will be conducted in the Dallas
metropolitan area before an experienced employment law arbitrator selected in accordance with such
rules. Attorneys’ fees and costs may be awarded to a prevailing party in the discretion of the
arbitrator. The arbitrator’s award will be enforceable, and a judgment may be entered thereon, in a
federal or state court of competent jurisdiction in the state where the arbitration was held. The
decision of the arbitrator will be final and binding.



     9. Applicable Law. The validity, construction, interpretation and effect of this
Agreement shall be governed by and construed in accordance with the laws of the State of Texas,
without giving effect to the conflicts of laws provisions thereof. The dispute resolution
provisions shall be governed by the laws of the State of Texas to the extent they are not governed
by the Federal Arbitration Act.



     10. Entire Agreement. This Agreement contains the entire agreement between the
Director and the Company with respect to the award and the Shares. Any and all prior written and
prior or contemporaneous oral agreements, representations, warranties, written inducements, or
other communications by any person with respect to the award and/or the Shares are superseded by
this Agreement and are void and ineffective for all purposes.



	 	 	 	 	 	 	 
	 	 	IDEARC INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 







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